SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant ( )
Filed by a Party other than the Registrant (X)
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Definitive Proxy Statement
(X) Definitive Additional Materials
( ) Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Santa Fe Pacific Corporation
Name of Registrant as Specified In Its Charter
Union Pacific Corporation
(Names of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
( ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(X) Check box if any party of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $125 on October 13, 1994
(2) Form, Schedule or Registration Statement No.: Schedule 14A
(3) Filing Party: Same as above
(4) Date Filed: October 13, 1994
TO ALL SANTA FE PACIFIC SHAREHOLDERS
FROM UNION PACIFIC CORPORATION
"WE VIEW THIS TRANSACTION
AS A STRATEGIC IMPERATIVE"
This is what Union Pacific publicly stated nearly eight weeks ago
when we first made an acquisition proposal to Santa Fe -- and we
remain just as committed to a Union Pacific/Santa Fe combination
today.
On December 2, Santa Fe shareholders are scheduled to vote on the
proposed merger with Burlington Northern. If Santa Fe
shareholders reject the Burlington Northern merger, we will
continue our aggressive pursuit of our proposed acquisition of
Santa Fe.
HERE'S HOW SERIOUS WE ARE
To show our commitment to acquire Santa Fe as soon as possible in
a negotiated merger transaction, this is what we've already done:
1. COMMENCED A CASH TENDER OFFER - WITHOUT ANY FINANCING
CONDITION - to purchase approximately 57% of Santa Fe's
common stock at $17.50 per share (with the remaining 43% of
Santa Fe's shares receiving Union Pacific common stock in a
second-step merger).(1)
2. Proposed to pay Santa Fe shareholders a combination of cash
and Union Pacific common stock that would represent A
PREMIUM TO THE CONSIDERATION OFFERED IN THE BURLINGTON
NORTHERN MERGER.(2)
3. COMMITTED TO SET UP A VOTING TRUST so that you would not
have to wait for or bear the risk of ICC approval in order
to receive payment for your Santa Fe shares.(3)
1 Based on Union Pacific's closing market price on
November 8, 1994 (the last trading day before Union
Pacific's proposal was publicly announced), the
value of the consideration in the second-step merger
would be equivalent to the tender offer price.
Because of fluctuations in the market value of Union
Pacific common stock, based on Union Pacific's
closing market price on November 25, 1994, the value
of the consideration in the second step merger would
be less than the tender offer price.
2 Based on closing market prices on November 25, 1994.
3 Union Pacific has requested the Staff of the
Interstate Commerce Commission ("ICC") to provide an
informal, non-binding opinion to the effect that the
ICC approves the use of a Voting Trust by Union
Pacific without the imposition of any conditions
unacceptable to Union Pacific. Receipt of such
opinion is a condition of Union Pacific's
acquisition proposal and of the cash tender offer.
Union Pacific believes it will obtain such approval
from the Staff of the ICC.
4. DELIVERED TO SANTA FE A MERGER AGREEMENT - which is similar
to the agreement Santa Fe entered into with Burlington
Northern - and offered to commence immediate good faith
merger negotiations with Santa Fe's board.
5. SECURED THE NECESSARY FINANCING COMMITMENTS so that together
with cash on hand we would be ready purchase and pay for
every Santa Fe share we are tendering for upon completion of
the tender offer.
6. ELIMINATED ANY DUE DILIGENCE CONDITION from our proposal.
HERE'S WHAT YOU NEED TO DO
* Vote AGAINST the Burlington Northern merger on the GOLD
proxy card.
* Let the Santa Fe board of directors know you want it to
enter into immediate good faith merger negotiations with
Union Pacific
THE SOONER NEGOTIATIONS BEGIN, THE SOONER YOU COULD RECEIVE
PAYMENT FOR YOUR SANTA FE SHARES
If Santa Fe shareholders approve the Burlington Northern merger,
Union Pacific will withdraw its proposal and terminate the cash
tender offer.
IF SANTA FE SHAREHOLDERS REJECT THE BURLINGTON NORTHERN MERGER,
UNION PACIFIC WILL STILL BE THERE.
Vote AGAINST the Burlington Northern merger.
Sign, date and return the GOLD proxy card today.
[LOGO] UNION PACIFIC CORPORATION
NOVEMBER 29, 1994
IF YOU NEED ASSISTANCE OR INFORMATION PLEASE CALL OUR SOLICITOR:
MORROW & CO., INC. AT (800) 662-5200.
Union Pacific's acquisition proposal is subject, among other
things, to termination of the Burlington Northern/Santa Fe merger
agreement in accordance with its terms, negotiation of a mutually
satisfactory merger agreement with Santa Fe in accordance with
the terms of Santa Fe's existing merger agreement with Burlington
Northern and approval of the respective Boards of Directors of
Santa Fe and Union Pacific. A vote of stockholders of Santa Fe
and Union Pacific is not required in order to consummate the cash
tender offer. Approval of Santa Fe stockholders (but not Union
Pacific stockholders) is required in order to consummate the
second-step merger. The Union Pacific proposal is not subject to
approval of the Interstate Commerce Commission (other than as
referred to in footnote 3), a due diligence condition or
financing. The Burlington Northern/Santa Fe merger agreement is
subject to approval of the Interstate Commerce Commission and the
respective stockholders of Burlington Northern and Santa Fe.
Because of fluctuations in the market value of Union Pacific
common stock and Burlington Northern common stock, there can be
no assurances as to the actual value that Santa Fe stockholders
would receive pursuant to the second-step merger contemplated by
the Union Pacific proposal or the Santa Fe/Burlington Northern
merger.
This solicitation is neither an offer to sell nor a solicitation
of offers to buy any securities which may be issued in any merger
or similar business combination involving Union Pacific and Santa
Fe. The issuance of such securities would have to be registered
under the Securities Act of 1933 and such securities would be
offered only by means of a prospectus complying with the
requirements of such Act.
___________________________________________________________________________
[LOGO] UNION PACIFIC
CORPORATION NEWS RELEASE
Contact: 610 861-3382
Gary F. Schuster
Vice President-
Corporate Relations
Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA 18018
FOR IMMEDIATE RELEASE
ICC APPROVES UNION PACIFIC VOTING TRUST
Bethlehem, PA, November 28, 1994 --- Union Pacific
Corporation (NYSE: UNP) today received an opinion from the
Interstate Commerce Commission authorizing the use of a
voting trust in its proposed combination with Santa Fe
Pacific Corporation (NYSE: SFX).
"We are pleased with the ICC's prompt action," said
Union Pacific President Dick Davidson. "This is all the
more reason for Santa Fe to meet with us to discuss our
proposal."
Union Pacific today also sent the following letter to
Santa Fe.
November 28, 1994
Mr. Robert D. Krebs
Chairman, President and CEO
Santa Fe Pacific Corporation
1700 East Golf Road
Schaumburg, IL 60173
Dear Rob:
In several recent communications, you have insisted
that Union Pacific improve its proposal as a pre-condition
to your having any discussions or sharing any information
with us. We believe this position only creates an
additional impediment to your establishing a fair process
for the sale of Santa Fe.
Over the last two months, we have unilaterally made
three attractive proposals to negotiate an acquisition of
Santa Fe. During this period, you have consistently
refused to talk or to meet with us and have been unwilling
to provide us with any of the confidential information that
you furnished to Burlington Northern.
As you know, the Interstate Commerce Commission today
approved the use of a voting trust in our proposed
acquisition. We believe our current proposal is superior
to that of Burlington Northern in terms of price, form of
consideration, timing and certainty. The next step should
be yours. It is time to begin discussions and to share
information.
Sincerely,
Dick Davidson
President,
Union Pacific Corporation
Chairman and CEO,
Union Pacific Railroad Company
cc: Board of Directors
Santa Fe Pacific Corporation
